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RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
Entire Document
                                                                   Exhibit 10.24


     WHEREAS, by Ordinance adopted June 18, 1991, and Franchise Agreement, 
effective November 17, 1992, the City of Newbern, Tennessee, ("Franchising 
Authority") granted a cable television franchise (the "Franchise") which is held
by TWI Cable, Inc. ("Franchisee"), a subsidiary of Time Warner Inc. and the
successor-in-interest to Cablevision Industries of Tennessee, L.P.;

     WHEREAS, Franchisee has negotiated an asset purchase agreement (the 
"Agreement") with Renaissance Media Holdings LLC ("Holdings"), pursuant to which
Franchisee has agreed to transfer to Renaissance Media LLC, an affiliate of 
Holdings ("Renaissance"), substantially all of the assets of its cable 
television system serving the Franchising Authority (the "System"), including
its rights under the Franchise;

     WHEREAS, Franchisee and Renaissance have filed a Form 394 (the "Transfer 

     WHEREAS, the Franchise requires that assignment of a franchise must not 
occur without prior approval of the Franchising Authority.

     WHEREAS, Franchisee and Renaissance have requested that Franchising 
Authority consent to the assignment and transfer of the Franchise by Franchisee 
to Renaissance;

     WHEREAS, Franchising Authority has reviewed
 the Transfer Application, 
examined the legal, financial and technical qualifications of Renaissance, 
followed all required procedures to consider and act upon the Transfer 
Application, and consider the comments of all interested parties;

     WHEREAS, the Franchise is in full force and effect without default 
thereunder by Franchisee as of the date hereof in accordance with its terms and 
conditions as set forth therein, and Renaissance has agreed to comply with the 
Franchise and applicable law from and after the completion of the transfer, and

     WHEREAS, Renaissance will need to grant one or more security interests 
and/or liens in or upon the Franchise and the System from time to time on or 
after the closing date of the transfer in order to secure the present and future
indebtedness of Renaissance.


     1.  Franchising Authority acknowledges that it has received a complete 
Transfer Application.